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EXHIBIT 10.49
STOCK PURCHASE AGREEMENT
This Agreement, made and concluded this 12 day of April, 2004 is by and between
Elsa Herrara, Laura Bazo, Margarita Valverde, Maria del Rosario Chaves and Maria
Theresa Stanfield (hereinafter "Sellers"), and
American Leisure Holdings, Inc., a Nevada corporation with its principal office
and place of business located at Orlando, Florida (hereinafter "AMLH").
WITNESSETH
Whereas, Herrara, Bazo, Valverde, Chaves and Stanfield are also owners of
Preferred Stock in the Florida corporation known as Around The World Travel,
Inc. of Coral Gables, Florida ("AWT"); and
Whereas, AMLH has made an offer to Sellers to acquire the Preferred Stock; and
Whereas, Sellers have accepted the AMLH offer and the Parties desire to
memorialize their agreement.
Now, therefore, in consideration of the mutual promises herein contained, it is
agreed as follows.
1 . Recitals. The forgoing Recitals are true and accurate and are incorporated
herein.
2. Preferred Stock. Seller, Herrara represents that she owns 2,000 shares of
Preferred Stock. Seller, Bazo represents that she owns 1,600 shares of Preferred
Stock. Seller, Valverde represents that she owns 1,000 shares of Preferred
Stock. Seller, Chaves represents that she owns 1,000 shares of Preferred Stock.
Seller, Stanfield represents that she owns 1,400 shares of Preferred Stock. Said
shares are not leveraged, assigned as collateral or in any way impaired such
that they can not convey them. AMLH hereby acknowledges that said stock may
contain restrictive legends and has no objection thereto. Sellers hereby provide
a statement from AWT executed by a duly authorized officer of AWT that verifies
their Preferred Stock holding. Attached hereto as Exhibits B-1 through B-5 are
copies of the stock certificates numbered PA-32, PA-33, PA-34, PA-35, PA-36,
respectively.
3. Consideration to Be Paid. A.) AMLH agrees to pay to Sellers the sum of
$250.00 upon execution hereof. Receipt of said payment is acknowledged by
Sellers.
4. Indemnities. AMLH hereby agrees to indemnify Sellers from any and all loss,
cost or expense associated with the transfer of the Preferred Stock of AWT
relative to any rights that AMLH may have under state and federal laws and
regulations of the state and federal regulatory bodies relating to the private
sale of exempt, non-registered securities. AMLH is an accredited investor as
defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended
(the "Act").
5. Timing and Closing. The Parties agree that the documents and securities
recited herein shall be exchanged upon execution of this Agreement.
6. Disclosures. AMLH has disclosed and by these presents re-affirms their
disclosure to Sellers that it currently intends to seek an agreement with AWT to
purchase the entire asset array of AWT (the "Assets")- In such pursuit, AMLH is
making this Agreement, as it intends to do with most, if not all, of the other
shareholders of AWT, so as to structure the acquisition of the Assets in such a
way as to provide a fair and amicable transition of the ownership of and the
business operations of AWT in and to AMLH. At present, AMLH holds an Option to
Buy all of the membership units of the majority shareholder of AWT. Further,
AMLH has made an agreement with GCD Acquisition Corp. to acquire the ownership
and rights of the senior secured debt (formerly owed to Galileo International,
LLC) owed by AWT. In addition, AMLH intends to make appropriate use of the staff
and management of AWT in the ongoing operations of the AMLH Travel Division.
7. Releases. In light of the Disclosures, AMLH requires and Sellers agree to
look solely to AMLH for the performance of the obligations contained herein and,
as such, said obligations shall replace and supercede all obligations of AWT,
ATWH and the officers, members and directors of said entities. Further, Sellers
agree to release AWT, Guarantors, their members, officers and directors for all
acts or commitments made prior to the date of this Agreement.
8. Entire Agreement. This Agreement contains all aspects of the agreements
between the Parties. This Agreement supercedes all prior written and oral
communications pertaining to the transaction described herein. Any element
deemed unenforceable will not vitiate the remaining provisions or this
Agreement. This Agreement is not assignable without the written consent of the
other Party except that AMLH may assign this Agreement to a subsidiary
controlled by AMLH but no such assignment shall relieve AMLH from the
responsibilities incurred herein.
Dated at Coral Gables, Florida this 12th day of April, 2004.
Sellers:
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/s/ Elsa Herrara /s/ Laura Bazo
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Elsa Herrara Laura Bazo
/s/ Margarita Valverde /s/ Maria del Rosario Chaves
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Margarita Valverde Maria del Rosario Chaves
/s/ Maria Theresa Stanfield
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Maria Theresa Stanfield
Dated at Orlando, Florida this 12th day of April, 2004.
/s/ Malcolm Wright
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Malcolm Wright, President
American Leisure Holdings, Inc.